WORK ORDER

Development Agreement

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Title: WORK ORDER
Date: 5/5/2006
Industry: COMEQP Sector: TECHNO

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mPhase Technologes, Inc. - Work Order - Prepared By TNT Filings Inc.

EXHIBIT 10.26

WORK ORDER

This Work Order dated August 22^th, 2005, is an integral part of the Development Agreement between Contractor and COMPANY dated September 1, 2004.

Contractor is hereby authorized to perform work as set forth below in accordance with this Work Order and the Development Agreement.

1. Description of software to be developed by Contractor:

As per our discussions and your faxes Magpie will create a * server with the following attributes:

2. Description of where services wil! be provided: Services will primarily be provided at Contractor facility in Denver, Colorado and on-site at COMPANY'S facility in New Jersey and Lucent Technologies site in New Jersey.

3. Dates Service will be provided: We will get started next week on 8/29/2005, as soon as you issue us the purchase order.

4 Rate of compensation and/or charges for service: The total is $ *.

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